Exhibit 4.2


 





The Company has filed a registration
statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information
about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus
if you request it by calling toll-free 800-678-9147.




 


 


REDHILL BIOPHARMA LTD.


 


WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES


 


Warrant No.: [  ]


Number of American 

Depositary Shares:  [  ]   ______________ 



Date of Issuance:  December 27, 2016 (“Issuance
Date”)


 


RedHill Biopharma Ltd., an Israeli company (the
“Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, [  ], the registered holder hereof or its permitted assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then
in effect, pursuant to this Warrant to Purchase American Depositary Shares (“ADSs”) (including any Warrants
to Purchase ADSs issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on
or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [  ]
([  ]) ADSs (the “Warrant ADSs”).  For purposes of clarification, each ADS represents
ten ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”), of the Company.  Except
as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section ‎16.  


 


1.          
  EXERCISE OF WARRANT.


 


(a)         Mechanics
of Exercise.  Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day
on or after the Issuance Date, in whole or in part, by delivery to the Company of a duly executed facsimile copy (or e-mail attachment)
of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the
Holder’s election to exercise this Warrant.  Notwithstanding anything herein to the contrary, the Holder shall
not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant ADSs available
hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for
cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises
of this Warrant resulting in purchases of a portion of the total number of Warrant ADSs available hereunder shall have the effect
of lowering the outstanding number of Warrant ADSs purchasable hereunder in an amount equal to the applicable number of Warrant
ADSs purchased.  The Holder and the Company shall maintain records showing the number of Warrant ADSs purchased and the
date of such purchases.  The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by
reason of the provisions of this paragraph, following the purchase of a portion of the Warrant ADSs hereunder, the number of Warrant
ADSs available for purchase hereunder at any given time may be less than the amount stated on the face hereof.  


 


(b)        Exercise
Price.  For purposes of this Warrant, “Exercise Price” means $13.33, subject to adjustment as
provided herein.


 


(c)       Cashless
Exercise. If at any time after the 6 month anniversary of the Issuance Date there is no effective registration statement registering,
or the prospectus contained therein is not available for the issuance of the Warrant ADSs to the Holder, then this Warrant may
also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be
entitled to receive a number of Warrant ADSs equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = the last VWAP immediately preceding the
time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable
Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such
that, in the event that this Warrant is exercised at a time that the Eligible Market is open, the prior Trading Day’s VWAP
shall be used in this calculation);


 






     

     

    

 


(B) = the Exercise Price of this Warrant, as adjusted
hereunder; and


 


(X) = the number of Warrant Shares that would
be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash
exercise rather than a cashless exercise.


 


If Warrant Shares are issued in such a cashless
exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall
take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to
this Section 1(c).


 


“VWAP” means, for any date, the price
determined by the first of the following clauses that applies: (a) if the ADSs are then listed or quoted on an Eligible Market,
the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the Eligible Market on which
the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to
4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not an Eligible Market, the volume weighted average price of the ADSs
for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for
trading on OTCQB or OTCQX and if prices for the ADSs are then reported in the “Pink Sheets” published by OTC Markets
Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per
share of the ADSs so reported, or (d) in all other cases, the fair market value of a share of ADSs as determined by an independent
appraiser selected in good faith by the Company.


 


(d)           Delivery
of Securities Upon Exercise.  On or before the third (3rd) Business Day following the date on which the Company has
received the Exercise Notice, the Company shall transmit by facsimile (or e-mail attachment) an acknowledgment of confirmation
of receipt of the Exercise Notice to the Holder (to the number specified in the Exercise Notice) and the Bank of New York Mellon,
the depositary for the ADSs (the “Depositary”).  On or before the third (3rd) Business
Day following the date on which the Company has received the Exercise Notice and subject to compliance by the Holder with the provisions
of section 1(e) below) (the “Share Delivery Date”), the Company shall (i) issue and deposit with the Depositary
a number of Ordinary Shares that will be represented by the number of Warrant ADSs to which the Holder is entitled in respect of
that exercise, and (ii) instruct the Depositary to execute and deliver to that Holder an American Depositary Receipt evidencing
that number of Warrant ADSs.  Certificates for the Warrant ADSs purchased hereunder shall be transmitted by the Depositary
to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Corporation through its Deposit
or Withdrawal at Custodian system if the Company is then a participant in such system and otherwise by physical delivery via overnight
courier to the address specified by the Holder in the Exercise Notice by the Share Delivery Date.  The Warrant ADSs shall
be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become
a holder of record of such Warrant ADSs for purposes of Regulation SHO, as of the date the Exercise Notice is delivered to the
Company, provided that payment to the Company of the Exercise Price is delivered by the Holder within two Trading Days, and in
any event, prior to the delivery of the ADSs by the Depositary.  The Company shall withhold any and all taxes which must
be withheld with respect to the issuance and delivery of Warrant ADSs upon exercise of this Warrant.


 


(e)           Company’s
Failure to Timely Deliver Securities. If the Company shall fail to deliver the certificate or certificates representing Warrant
ADSs by the Share Delivery Date, and if after the Share Delivery Date the Holder purchases (in an open market transaction or otherwise)
ADSs or Ordinary Shares to deliver in satisfaction of a sale by the Holder of ADSs issuable upon such exercise that the Holder
anticipated receiving from the Company (a “Buy-In”), then the Company shall, within five (5) Business Days after
the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s
total purchase price (including brokerage commissions, if any) for the ADSs or Ordinary Shares so purchased (the “Buy-In
Price”), at which point the Company’s obligation to issue and deliver such Warrant ADSs shall terminate, or (ii)
promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant ADSs (or, at the
option of the Holder, reinstate the portion of the Warrant and equivalent number of Warrant ADSs for which such exercise was not
honored) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such
number of ADSs that the Company was required to deliver in connection with the exercise at issue, times (B) the price at which
the sell order giving rise to such purchase obligation was executed. For example, if the Holder purchases ADSs or Ordinary Shares
having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Warrant ADSs with
an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (ii) of the immediately preceding sentence
the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts
payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.  If
the Company fails for any reason to cause the Depositary to deliver to the Holder the Warrant ADSs subject to an Exercise Notice
by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each
$1,000 of Warrant ADSs subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Exercise Notice),
$10 per Trading Day for each Trading Day commencing one (1) Trading Day after such Share Delivery Date until such Warrant ADSs
are delivered or Holder rescinds such exercise. 


 






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(f)           Payment
of Exercise Price and Depositary Fee.  Within two (2) Trading Days of the date of the Exercise Notice, the Holder
shall make payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant ADSs
as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by wire transfer of
immediately available funds.


 


(g)           Fractional
Shares.  No fractional ADSs are to be issued upon the exercise of this Warrant.  If any fractional share
of an ADS would, except for the provisions of the prior sentence, be deliverable upon such exercise, the Company, in lieu of delivering
such fractional share, shall pay to the exercising Holder an amount in cash equal to the Closing Sale Price on the Principal Market
of such fractional ADS on the date of exercise.


 


(h)          
 Disputes.  In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation
of the Warrant ADSs, the Company shall promptly issue to the Holder the number of Warrant ADSs that are not disputed.


 


(i)   Holder’s Exercise
Limitations.  The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to
exercise any portion of this Warrant, to the extent that after giving effect to such issuance after exercise as set forth on the
applicable Exercise Notice, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together
with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation.  For
purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates shall include
the number of Ordinary Shares underlying ADSs issuable upon exercise of this Warrant with respect to which such determination is
being made, but shall exclude the number of Ordinary Shares underlying ADSs which would be issuable upon (i) exercise of the remaining,
nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates.  Except as set
forth in the preceding sentence, for purposes of this ‎Section 1(h), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder
that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and the Holder is solely responsible for any schedules required to be filed in accordance therewith.  To the extent that
the limitation contained in this ‎Section 1(h) applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall
be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of
which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation.  To ensure
compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers an Exercise Notice
that such Exercise Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation
to verify or confirm the accuracy of such determination.  In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.  For
purposes of this ‎Section 1(h), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of
outstanding Ordinary Shares as stated in the most recent of the following: (i) the Company’s most recent periodic or annual
report filed with the Securities and Exchange Commission (the “SEC”), as the case may be, (ii) a more recent
public announcement by the Company or (iii) a more recent written notice by the Company or the Depositary setting forth the number
of Ordinary Shares outstanding.  Upon the written or oral request of a Holder, the Company shall within three (3) Trading
Days confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding.  In any case, the number
of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding Ordinary Shares was
reported.  The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding
immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant.  The Holder,
upon not less than 61 days’ prior written notice to the Company, may increase or decrease the Beneficial Ownership Limitation
provisions of this ‎Section 1(h) but not in excess of 9.99%, and the provisions of this ‎Section 1(h) shall continue to
apply.  Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the
Company.  The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this ‎Section 1(j) to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to
properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this
Warrant.  


 






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2.          
  ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.  The Exercise Price and the number of Warrant
ADSs shall be adjusted from time to time as follows:


 


(a)           Adjustment
upon Subdivision or Combination of Ordinary Shares or ADSs.  If the Company at any time on or after the Issuance
Date subdivides (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or
more classes of its outstanding Ordinary Shares or ADSs into a greater number of shares, the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced and the number of Warrant ADSs will be proportionately increased.  If
the Company at any time on or after the Issuance Date combines (by any stock split, stock dividend, recapitalization, reorganization,
scheme, arrangement or otherwise) one or more classes of its outstanding Ordinary Shares or ADSs into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant
ADSs will be proportionately decreased.  Any adjustment under this Section ‎2(a) shall become effective at the close
of the Business Day on the date the subdivision or combination becomes effective.


 


(b) Subsequent Rights Offerings. In addition
to any adjustments pursuant to Section 2(a) above, if at any time the Company grants, issues or sells any rights to purchase Ordinary
Shares, ADSs, warrants, securities or other property pro rata to the record holders of any class of Ordinary Shares or ADSs (the
“Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights,
the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Ordinary Shares or ADSs
acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation,
the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares or ADSs are to
be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right
to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder
shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares or
ADSs as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the
Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


(c) Pro Rata Distributions. During such
time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or
rights to acquire its assets) to holders of Ordinary Shares or ADSs, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), at any time after the
issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same
extent that the Holder would have participated therein if the Holder had held the number of Ordinary Shares or ADSs acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the
Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record
is taken, the date as of which the record holders of Ordinary Shares or ADSs are to be determined for the participation in such
Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution would result in
the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution
to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and
the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not
been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance
for the benefit of the Holder until the Holder has exercised this Warrant.


 






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(d)           Other
Events.  If any event occurs of the type contemplated by the provisions of this Section ‎2 but not expressly
provided for by such provisions, then the Company’s Board of Directors shall make an appropriate adjustment in the Exercise
Price and the number of Warrant ADSs so as to protect the rights of the Holder; provided that no such adjustment pursuant
to this Section 2(b) shall increase the Exercise Price or decrease the number of Warrant ADSs as otherwise determined pursuant
to this Section 2.


  


3.           
  FUNDAMENTAL TRANSACTIONS.


 


(a)           In
connection with any Fundamental Transaction, the Company shall make appropriate provision so that this Warrant shall thereafter
be exercisable for shares of the Successor Entity based upon the conversion ratio or other consideration payable in the Fundamental
Transaction. The provisions of this Section shall apply similarly and equally to successive Fundamental Transactions and shall
be applied without regard to any limitations on the exercise of this Warrant.


  


In the event that any person becomes a Parent
Entity of the Company, such person shall assume all of the obligations of the Company under this Warrant with the same effect as
if such person had been named as the Company herein.


 


4.             NONCIRCUMVENTION.  The
Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Association or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good
faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.  Without
limiting the generality of the foregoing, the Company (i) shall not increase the par value of any Ordinary Shares underlying
the ADSs receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions
as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Ordinary
Shares and ADSs upon the exercise of this Warrant, and (iii) shall, so long as this Warrant is outstanding, take all action necessary
to reserve and keep available out of its authorized and unissued Ordinary Shares, solely for the purpose of effecting the exercise
of this Warrant, 100% of the number of Ordinary Shares to be issued upon exercise of this Warrant then outstanding (without regard
to any limitations on exercise).


 


5.           
 WARRANT HOLDER NOT DEEMED A SHAREHOLDER.  Except as otherwise specifically provided herein, the Holder,
solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed
the holder of share capital of the Company or a holder of ADSs for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of
a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive
dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant ADSs which such Person is then
entitled to receive upon the due exercise of this Warrant.  In addition, nothing contained in this Warrant shall be construed
as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder
of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 






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6.         
   REISSUANCE OF WARRANTS.


 


(a)           Transfer
of Warrant.  If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon
the Company shall forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section ‎6(d)),
registered as the Holder may request, representing the right to purchase the number of Warrant ADSs being transferred by the Holder
and, if less then the total number of Warrant ADSs then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section ‎6(d)) to the Holder representing the right to purchase the number of Warrant ADSs not being transferred.


 


(b)           Lost,
Stolen or Mutilated Warrant.  Upon receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in reasonable and customary form and, in the case of mutilation, upon surrender and cancellation
of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section ‎6(d)) representing
the right to purchase the Warrant ADSs then underlying this Warrant.


  


(c)           Exchangeable
for Multiple Warrants.  This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office
of the Company, for a new Warrant or Warrants (in accordance with Section ‎6(d)) representing in the aggregate the right to
purchase the number of Warrant ADSs then underlying this Warrant, and each such new Warrant will represent the right to purchase
such portion of such Warrant ADSs as is designated by the Holder at the time of such surrender; provided, however, that no Warrants
for fractional ADSs will be given.


 


(d)           Issuance
of New Warrants.  Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant ADSs then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section
‎6(a) or Section ‎6(c), the Warrant ADSs designated by the Holder which, when added to the number of ADSs underlying the
other new Warrants issued in connection with such issuance, does not exceed the number of Warrant ADSs then underlying this Warrant),
(iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv)
shall have the same rights and conditions as this Warrant.


 


7.         
   NOTICES.


 


(a)           If
(i) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares or ADSs, (ii) the
Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares or ADSs, (iii) the Company
shall authorize the granting to all holders of the Ordinary Shares or ADSs Purchase Rights, (iv) the approval of any shareholders
of the Company shall be required in connection with any reclassification of the Ordinary Shares or ADSs, any consolidation or merger
to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory
share exchange whereby the Ordinary Shares or ADSs are converted into other securities, cash or property, or (v) the Company shall
authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case,
the Company shall cause to be mailed to the Holder, at least twenty (20) calendar days prior to the applicable record or effective
date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares or ADSs
of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on
which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close,
and the date as of which it is expected that holders of the Ordinary Shares or ADSs of record shall be entitled to exchange their
Ordinary Shares or ADSs for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale,
transfer or share exchange.  To the extent that any notice provided hereunder constitutes, or contains, material, non-public
information regarding the Company or any of the subsidiaries, the Company shall simultaneously file such notice with the U.S. Securities
and Exchange Commission (“SEC”) pursuant to a Report on Form 6-K or other eligible form.  The Holder
shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of
the event triggering such notice except as may otherwise be expressly set forth herein.


 






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(b)           Whenever
notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be in writing and shall
be sufficient if sent by first-class mail or courier, postage prepaid, and addressed as follows:  (a) if to the Company,
21 Ha'arba'a Street, Tel Aviv 6473921, Israel or any other address as the Company may hereafter notify to the Holder and (b) if
to the Holder, addressed to such address as the Holder may hereafter from time to time notify to the Company for the purposes of
notice hereunder.  The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this
Warrant, including in reasonable detail a description of such action and the reason therefore.


  


8.             AMENDMENT
AND WAIVER.  Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may
take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained
the written consent of the Holder.


 


9.             LISTING
OF WARRANTS.  The Company has no intention to list the Warrants on The NASDAQ, the Tel Aviv Stock Exchange or any
other national securities exchange or any other recognized trading system. Holder is prohibited from listing any Warrants on any
such exchange or trading system or on any other trading platform.


 


10.           SEVERABILITY.  In
case any one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired
thereby.


 


11.           GOVERNING
LAW AND VENUE.  This Warrant shall be governed by and construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of
the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
New York.  Each of the Company and the Holder submits to the nonexclusive jurisdiction of any U.S. federal or state court
located in the Borough of Manhattan, the City and County of New York for purposes of all legal proceedings arising out of or relating
to this Warrant and the transactions contemplated hereby.  Each of the Company and the Holder irrevocably waives, to
the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.


 


12.           CONSTRUCTION;
HEADINGS.  This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed
against any person as the drafter hereof.  The headings of this Warrant are for convenience of reference and shall not
form part of, or affect the interpretation of, this Warrant.


 


13.           REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.  The remedies provided in this Warrant shall be cumulative and
in addition to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance
and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure
by the Company to comply with the terms of this Warrant.


 


14.           TRANSFER.  Without
derogating from Section 6 above, this Warrant may be offered for sale, sold, transferred or assigned without the consent of the
Company.


 






    	 	7	 



     

    

 


15.           WARRANT
AGENT.  The Company shall serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder,
the Company may appoint a new warrant agent. Any corporation or other entity into which the Company or any new warrant agent may
be merged or any corporation or other entity resulting from any consolidation to which the Company or any new warrant agent shall
be a party or any corporation or other entity to which the Company or any new warrant agent transfers substantially all of its
corporate trust or stockholder services business shall be a successor warrant agent under this Warrant without any further act.
Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail,
postage prepaid) to the Holder at the Holder’s last address as shown on the books and records of the Company.


 


16.        
CERTAIN DEFINITIONS.  For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)           “Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


(b)           “Bloomberg”
means Bloomberg Financial Markets.


 


(c)           “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(d)           “Closing
Sale Price” means, for any security as of any date, the last trade price for such security on the Principal Market, as
reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing
trade price, as the case may be, then the last trade price, respectively, of such security prior to 4:00 p.m., New York time, as
reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security,
the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded
as reported by Bloomberg, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market
on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security
by Bloomberg, the average of the closing bid and closing ask prices of any market makers for such security as reported in the “pink
sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.).  If the Closing Sale Price cannot be
calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date
shall be the fair market value as mutually determined by the Company and the Holder.  All such determinations to be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation
period.


 


(e)           “Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc., the NYSE MKT, The NASDAQ Stock Market, OTCQB or
OTCQX (or any successor to any of the foregoing).


 


(f)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(g)           “Expiration
Date” means the date thirty-six (36) months after the Issuance Date or, if such date falls on a day other than a Business
Day or a day that is not a Trading Day (a “Holiday”), the next date that is not a Holiday.


 


(h)           “Fundamental
Transaction” means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate
or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its subsidiaries on a consolidated
basis to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders
of more than the 50% of the outstanding Ordinary Shares (including those Ordinary Shares underlying ADSs) (not including any Ordinary
Shares held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such
purchase, tender or exchange offer), or (iv) consummate a stock purchase or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more
than the 50% of the outstanding Ordinary Shares (including those Ordinary Shares underlying ADSs) (not including any Ordinary Shares
held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party
to, such stock purchase agreement or other business combination), or (v) reorganize, recapitalize or reclassify its Ordinary Shares,
or (vi) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the
Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of 50% or more of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares (including
those Ordinary Shares underlying ADSs).


 






    	 	8	 



     

    

 


(i)        
   “Ordinary Shares” means (i) the Company’s Ordinary Shares, par value NIS 0.01 per
share, and (ii) any share capital into which such Ordinary Shares shall have been changed or any share capital resulting from
a reclassification of such Ordinary Shares.


 


(j)       
    “Parent Entity” of a Person means an entity that, directly or indirectly, controls the
applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there
is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of
the date of consummation of the Fundamental Transaction.


 


(k)           “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


(l)        
   “Principal Market” means The NASDAQ Capital Market.


 


(m)       
“Purchase Rights” means, at any time, if the Company grants, issues or sells any rights to purchase stock, warrants,
securities or other property pro rata to the record holders of Ordinary Shares or ADSs.


 


(n)          “Securities
Act” means the Securities Act of 1933, as amended.


 


(o)           “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction
shall have been entered into.


 


(p)           “Trading
Day” means any day on which the ADSs are traded on the Principal Market, or, if the Principal Market is not the principal
trading market for the ADSs, then on the principal securities exchange or securities market on which the ADSs are then traded;
provided that “Trading Day” shall not include any day on which the ADSs are scheduled to trade on such exchange or
market for less than 4.5 hours or any day that the ADSs are suspended from trading during the final hour of trading on such exchange
or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market,
then during the hour ending at 4:00 p.m., New York time).


 


 


[Signature Page Follows]


 


 


 


 






    	 	9	 



     

    

 


IN WITNESS WHEREOF, the Company
has caused this Warrant to Purchase American Depositary Shares to be duly executed as of the Issuance Date set out above.


 





	 	REDHILL BIOPHARMA LTD.
	 	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:	 







 


 


 


 


 


 


 


 


 


 






    	 	10	 



     

    

 


EXHIBIT A


 


EXERCISE NOTICE


TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES


 


REDHILL BIOPHARMA LTD.


 


The undersigned holder hereby exercises the right to purchase _________________
American Depositary Shares (“Warrant ADSs”) of RedHill Biopharma Ltd., an Israeli company (the “Company”),
evidenced by the attached Warrant to American Depositary Shares (the “Warrant”).  Capitalized terms
used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


	1.	Form of Exercise Price.  The Holder’s payment of the Exercise Price shall be made with respect to _________________ Warrant ADSs.


 


	2.	
        Payment of Exercise Price.  Payment
        shall take the form of (check applicable box):

         

        [  ] in lawful money of the United States; or

         

        [  ] [if permitted the cancellation of such number of Warrant
        ADSs as is necessary, in accordance with the formula set forth in subsection 1(c), to exercise this Warrant with respect to the
        maximum number of Warrant ADSs purchasable pursuant to the cashless exercise procedure set forth in subsection 1(c).



 


	3.	Delivery of Warrant ADSs.  


 


	____________	Issue a certificate or certificates representing said Warrant ADSs in the name of the _______________________ and deliver such certificate or certificates to ________________________.
	 	 
	____________	
        Deliver the Warrant ADSs in uncertificated form to:

         

        Firm Name and DTC Number: ____________________________________

                                                                                            

        Account Name and Number:  ____________________________________



 


	4.	Confirmation.  Please send confirmation of receipt of this Exercise Notice to the following facsimile number: ______________________.


 


	Date: _______________ __, 20___	Name of Registered Holder
	 	 
	 	By: ____________________________________
	 	Name:
	 	Title:


 


 






    	 	11	 



     

    

 


ACKNOWLEDGMENT


 


The Company hereby acknowledges this Exercise Notice and hereby
directs The Bank of New York Mellon (the “Depositary”) to issue the above indicated number of American Depositary
Shares in accordance with the Depositary Instructions dated _____, 20__ from the Company and acknowledged and agreed to by the
Depositary.


 


REDHILL BIOPHARMA LTD.


 


By: _______________________________                                           


Name:


Title:


 


 


 




 


 


 


 


 


 


 


 


 


 


 


 


 


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